Company redomiciliation: An overview
Company relocation, known in legal terms as redomiciliation, is the process of transferring a business entity from one jurisdiction to another whilst retaining continuity in its legal status and structure. Before initiating a redomiciliation, diligent study of applicable legislative regulations is prudent. This article outlines key considerations for international company relocations.

Defining company redomiciliation

Redomiciliation typically refers to relocating a company from an unfavourable or impractical jurisdiction to a more promising one. Critically, the possibility of relocation must be provided for in the legislation governing the jurisdiction where the entity is currently registered. Companies may opt to restructure across borders for commercial, legal, practical, or tax motivations.

Continuity of business identity and reputation is a central benefit of redomiciliation. The company's track record, credit history and commercial standing all remain intact post-transfer. However, relocation is not universally enabled across jurisdictions. Mutual recognition of the process between the originating and destination countries is imperative. Domestic company law in each state must also facilitate relocations.

Current trends

Intensified scrutiny makes offshore company registration in havens like Belize, the British Virgin Islands or the Marshall Islands increasingly precarious. However, for entities weighing registration locale, more reputable jurisdictions now permit fully legal international business incorporation under favourable conditions. For those with existing offshore entities, redomiciliation provides a pathway to more sustainable operations.

The decline of offshore havens

Through combined efforts from the United States, G20 and European Union, offshore jurisdictions no longer confer the benefits they once offered. Leaders globally sought to mandate corporate transparency — permitting only legally compliant business incorporation and operation. Consequently, enterprises registered in erstwhile tax havens like St. Kitts, Nevis, or the Cook Islands increasingly face suspensions and account freezes.

Our company has been getting more requests from people who own companies in other countries to move their businesses to another country. Relocating a company involves formally registering the change of legal address across the originating and destination jurisdictions. Most offshore havens technically allow such restructuring. The redomiciliation process typically entails petitioning company registrars in both states with the requisite documentation. Specific documents, formatting, and validity periods vary as these are stipulated under the laws and regulations of each country or territory.

Requirements for offshore company redomiciliation

We frequently assist clients seeking to redomiciliation entities from jurisdictions like Panama, Bermuda, or Costa Rica to more sustainable locations. For a consultation on relocating an offshore enterprise, please contact us directly through the website.

The redomiciliation process from Cyprus or other originating states typically involves:

  1. Applying for the Registrar’s consent to formally deregister and re-register the company elsewhere.
  2. Providing creditors the opportunity to file objections against the proposed company transfer.
  3. Removing the entity from the originating territory’s Company Register upon satisfying redomiciliation conditions.

To secure relocation from offshore regimes like Belize, usual requirements include:

  1. Filing redomiciliation applications signed by all company directors, indicating current jurisdiction details and intended destination.
  2. Furnishing documentation demonstrating shareholder approval via updated interim financial statements and resolution minutes from a General Meeting.
  3. Directors submit a special declaration affirming the entity’s ongoing solvency and good standing, signed by at least two directors.
  4. Evidence that all fees, taxes, and dues are settled prior to filing for relocation.
  5. Payment of any associated redomiciliation expenses.
  6. Preparing relevant documents for director and Registrar review.

The specifics are codified under the regulations of each country or territory.

The redomiciliation process from regimes like the BVI enables ending the entity’s registration in one state whilst renewing its activities in the destination jurisdiction without altering chosen economic structures or corporate form.

However, relocating enterprises registered in the Seychelles, Saint Vincent and other similar offshore havens may be barred under certain conditions, notably:

  • Existing company debts.
  • Sanctions imposed against the entity.
  • A declaration of insolvency or bankruptcy.
  • If liquidation procedures have commenced.
  • Absence of a valid Certificate of Good Standing affirming current legal and financial capacity.

Careful confirmation of eligibility as per the regulations of the originating and destination countries is a must before starting redomiciliation. Constraints generally intend to uphold corporate continuity and creditor interests when entities restructure across borders.

The company redomiciliation process's stages

Redomiciling an entity to a new jurisdiction involves three key stages:

Stage 1

Confirming name availability

Relocation is contingent on the company name meeting legal requirements in the destination country. Otherwise, formally changing the name or opting for an alternate state will be necessary.

Stage 2

Filing relocation application & documentation

With an acceptable name, the destination registrar must be furnished documentation from the originating jurisdiction including: registration specifics, current Memorandum and Articles of Association, name, original state, founding date, redomiciliation provision, board resolution approving the transfer, certificate of good standing and directorship registers.

Additionally, company leadership must supply a solvency declaration to the Registrar affirming that: the entity is financially sound, not undergoing dissolution/liquidation, free of overdue debts and legally permitted to restructure abroad under prevailing laws.

Once reviewed, the registrar furnishes a Certificate of Continuation enabling the entity to formally recommence operations under the legal purview of the destination country, allocated a registration number. This certificate signifies compliance with all redomiciliation requirements.

Stage 3

Terminating original registration

The original jurisdiction must receive formal notification of continuation overseas, filed alongside the Certificate, prompting the Registrar to: issue a Certificate of Cessation, removing the entity from the Company Register.

Post-transfer, assets, rights and obligations preceding relocation remain fully intact under the regulations of the new hosting country. Company activities can restart and scale accordingly.

Jurisdictions permitting company redomiciliation

Redomiciliation is currently enabled under the regulations of the following countries and territories:

Maldives, Aruba, O. Maine, Cayman Islands, Andorra, Samoa, Malta, Gibraltar, Panama, Marshall Islands, Seychelles, Vanuatu, Anguilla, Costa Rica, Guernsey, Jersey, Labuan, Philippines, Madeira, Bermuda, Liechtenstein, Belize, Liberia, Bahrain, Saint Lucia, Austria, Montserrat, Bahamas, Dominica, St Vincent, Hungary, Uruguay, US Virgin Islands, Delaware, Belgium, Cyprus, United Arab Emirates, Barbados, Ireland, St Kitts and Nevis, Lebanon, Antigua and Barbuda, Cook Islands, Grenada, Nauru, Grenadines, Switzerland, Brunei, Latvia, Macau, Netherlands Antilles, Luxembourg, Turks and Caicos Islands, Mauritius, Israel.

If considering redomiciliation from an offshore jurisdiction, extensive research to identify a new hosting country with a favourable and sustainable business environment is advisable following termination of original registration.

Company relocation: Expert support

Redomiciliation of an entity demands strict adherence to legal protocols. For further guidance on jurisdictional transfer or to arrange a consultation on relocating your enterprise, please contact YB Case.

Our team of seasoned experts can advise on navigating redomiciliation processes in full compliance, as well as provide ancillary services to facilitate seamless company migration abroad.

Service order form
The field must be filled
How can we contact you?*
Please enter a valid phone number
Please enter a valid e-mail
Your comment